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                                                                 Exhibit 10.1

                            COGNITRONICS CORPORATION
                       1990 STOCK OPTION PLAN, AS AMENDED

1.   Purpose

     This  incentive  stock  option  plan  (the  "Plan")  is intended  to
provide  incentives to  executives  and  other  key employees  of
Cognitronics Corporation (the "Company")  and  its Subsidiaries  by
providing  them with  opportunities  for  stock ownership  under the Plan.
"Subsidiary" means any corporation  in which the Company or another Subsidiary
or both owns 50% or  more of  the combined voting power of all classes of
stock. This  plan is  a  successor plan to the Cognitronics Corporation 1980
Stock Option Plan, as amended.

2.   Administration

     The  Plan shall be administered by a committee  of  not less  than
three  directors  of the  Company  (the  "Committee")selected  by,  and
serving  at the pleasure  of,  its  Board  of Directors  (the  "Board").  A
director  may  not  serve  on  the Committee unless he is "disinterested" for
purposes of Rule 16b-3 under the Securities Exchange Act of 1934, (or any
successor rule t hereto).
     The  Committee  shall have authority,  subject  to  the terms  of the
Plan, to determine the persons eligible for options and  those to whom options
shall be granted, the number of shares to  be covered by each option, the time
or times at which options shall be granted, and the terms and provisions of
the instruments by  which  options shall be evidenced, and to interpret the
Plan and  make  all  determinations necessary  or  advisable  for  its
administration.   The Committee may consult with  legal  counsel, who  may
be  counsel  to the Company, and shall  not  incur  any liability for any
action taken in good faith in reliance upon the advice  of  counsel.  The
Board reserves to itself the  right  to exercise any authority granted to the
Committee hereunder.

3.   Eligibility

     Full-time employees, including officers, of the Company or  any
Subsidiary or both, shall be eligible to participate  in the  Plan. A member
of the Committee shall not be eligible, while a  member, to receive an option
under the Plan, but may  exercise any options previously granted to him.

4.   Stock

     The  stock as to which options may be granted shall  be the  Company's
common stock, par value $.20 per  share  ("Common Stock"). When options are
exercised the Company may either  issue unissued Common Stock or transfer
issued Common Stock held in its treasury. The total number of shares of Common
Stock which may be sold  to  employees under the Plan pursuant to options
shall  not exceed  600,000  shares. If an option expires,  or  is  otherwise
terminated  prior  to its exercise, the Common Stock  covered  by such
option  immediately  prior  to  such  expiration  or  other termination shall
continue to be available under the Plan.
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5.   Granting of Options

     The  "Date of Grant" of an option under the Plan  shall be  the date on
which the option is awarded by the Committee. The grant  of  any option to any
employee shall neither entitle  such employee to, nor disqualify him from,
participation in any  other grant of options.

6.   Terms and Conditions of Options

     Options  shall  be  evidenced by  instruments  in  form approved by the
Committee. Such instruments shall conform to  the following terms and
conditions:

(a)   Option  price.   The option price  per  share  of     Common  Stock
shall be the Fair Market Value of the optioned     shares  on the Date of
Grant. "Fair Market Value"  shall  be  the  closing  price  of  the Common
Stock  recorded  on  the American  Stock Exchange on the Date of Grant or the
last trading day prior thereto.

(b)   Term and exercise of options.  Each option  shall expire no later than
the tenth anniversary of its  Date  of  Grant and  shall become exercisable in
three  substantially equal  annual installments commencing on the date six
months after the Date of Grant, provided,  however,  that the Committee may
include in any option instrument, initially or by amendment at any time, a
provision making any installment or  installments exercisable at such earlier
date, or upon the occurrence of such earlier event, as may be specified by
such provision, if the Committee deems such provision to  be in  the interests
of the Company or necessary to realize the reasonable expectation of the
optionee, but in no event shall any option be exercisable sooner than six
months  from the  date  on which such option is granted, except when  the
retirement  or  death  of the optionee  occurs  within such six-month
period.   After becoming exercisable, each installment shall remain
exercisable until expiration or  termination of the option.  An option may be
exercised from time to time, in whole or part, up to the total number  of
shares with respect to which it is then exercisable. Payment of  the  purchase
price will be made in such manner  as  the Committee may provide in the
option, which may include cash (including cash equivalents), payroll
deductions, any  other manner  permitted by law as determined by the
Committee or any combination of the foregoing.

(c)  Termination of employment.  If an optionee ceases, other than by reason
of death or retirement, to be employed by the Company or Subsidiary, all
options granted to him and exercisable  on the date of his termination of
employment shall terminate on the earlier of such options'  expiration  or
three months after the day his employment ends or as otherwise determined by
the Committee.  Any installment not exercisable on the date of such
termination shall lapse and be thenceforth unexercisable.  Whether authorized
leave of absence or absence in military or governmental service  may
constitute employment for the purposes of the Plan shall be conclusively
determined by the Committee.

(d)   Retirement of optionee.  If an optionee retires, all options held by him
on the date of his retirement shall become exercisable on the date of his
retirement and  shall terminate on the earlier of such option's expiration or
the first anniversary of the day of his retirement.
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(e)   Death  of  optionee.  If an  optionee  dies, his option may be
exercised, to the extent of the  number of shares with respect to which he
could have exercised it on the date of his death,  by  his estate, personal
representative or beneficiary who acquires the option by will or by the laws
of descent and distribution, at any time prior to the earlier of such option's
expiration or the first anniversary of the optionee's death. On the earlier of
such dates, the option shall terminate.

(f)   Assignability.  No option shall be assignable or transferable by the
optionee except by will or  by laws of descent and distribution, and during
the lifetime of the optionee the option shall be exercisable only by him.  At
the request of an optionee, shares of Common Stock purchased on  exercise of
an option may be issued or transferred in the name of the optionee and another
person jointly with the right of survivorship.

(g)   Other provisions.  Instruments evidencing options may contain such other
provisions, not inconsistent with the Plan, as the Committee deems advisable,
including a requirement  that an optionee represent to  the  Company  in
writing, when an option is granted, or when he receives  shares on its
exercise, that he is accepting such option, or  receiving  such shares (unless
they are then  covered  by  a Securities Act of 1933 registration statement),
for his  own account for investment only.  All certificates representing
shares issued under the Plan may bear a legend deemed  appropriate  by  the
Committee to confirm an exemption from the registration requirements of the
Securities Act of 1933.

7.   Capital Adjustments

     The  number and price of shares of Common Stock covered by each option,
the total number of shares that may be sold under the  Plan,  and the maximum
number of shares that  may  be  sold, issued  or  transferred to an employee,
shall be  proportionately adjusted to reflect, as deemed equitable and
appropriate  by  the committee,  any stock dividend, stock split or share
combination of  the  Common Stock or recapitalization of the Company. To  the
extent deemed equitable and appropriate by the Committee, subject   any
required  action  by  stockholders,  in  any   merger, consolidation,
reorganization, liquidation or  dissolution,  any option granted under the
Plan shall pertain to the securities and other  property  to  which a holder
of the number  of  shares  of Common  Stock covered by the option would have
been  entitled  to receive in connection with such event.

8.   Incentive Stock Options

     The  aggregate Fair Market Value (determined as of  the time  the option
is granted) of the Common Stock with respect  to which  incentive stock
options, as defined in Section 422 of  the Internal  Revenue Code of 1986, as
amended, are  exercisable  for the  first time by an individual in any
calendar year (under  the Plan  or  any other plan of the Company or any of
its  parent  or subsidiary  corporations (as such terms are  defined  in
Section 424(e)  and  (f),  respectively, of the  Internal  Revenue
Code)pursuant  to  which such incentive stock options may be  granted)shall
not exceed $100,000.

9.   Term; Amendment of Plan

     The Board may discontinue the Plan at any time and may amend it from time
to time.  No amendment or discontinuation of the Plan shall adversely affect
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any award previously granted without  the employee's written consent.
Amendments may  be  made without stockholder approval except as required to
satisfy  Rule 16b-3 under the Securities Exchange Act of 1934 (or any
successor rule) or other regulatory requirements.

10.  Effective Date

     The Plan is  in accordance with a Resolution of Stockholders duly
approved at an Annual Meeting held on June 21,1990 and became effective on
June 21, 1990.  It was amended by a Resolution of Stockholders and by the
Board on  July 12, 1994 and further amended by a Resolution of Stockholders
and by the Board on May 9,1996.

11.  New York State Law

     The Terms of the Plan shall be governed by the laws  of the State of New
York.

12.  Change of Control

     Notwithstanding the provisions of Section 6(b) hereof, in the event of a
Change in Control, as hereinafter defined, all options held by an optionee
shall become exercisable on the date of the Change of Control.

"Change in Control" means an event in which:

(a)   the shareholders of the Company approve (i) any consolidation or merger
of the Company or any of its subsidiaries where the shareholders of the
Company, immediately prior to the consolidation or merger, would not,
immediately after the consolidation or merger, beneficially own, directly or
indirectly, shares representing in the aggregate more than 50% of all votes to
which all shareholders of the corporation issuing cash or securities in the
consolidation or merger (or of its ultimate parent corporation, if any) would
be entitled under ordinary circumstances to vote in an election of directors
or where the members of the Board, immediately prior to the consolidation or
merger, would not, immediately after the consolidation or merger, constitute a
majority of the Board of Directors of the corporation issuing cash or
securities in the consolidation or merger (or of its ultimate parent
corporation, if any), (ii) any sale, lease, exchange or other transfer (in one
transaction or a series of transactions contemplated or arranged by any person
as a single plan) of all or substantially all of the assets of the Company or
(iii) any plan or proposal for the liquidation or dissolution of the Company;

(b)   persons who, as of the effective date hereof, constitute the entire
Board (as of the date hereof the "Incumbent Directors") cease for any reason
to constitute at least a majority of the Board, provided, however, that any
person becoming a director subsequent to the date hereof whose election, or
nomination for election by the Company's shareholders, is approved by a vote
of at least a majority of the then Incumbent Directors (other than an election
or nomination of a person whose assumption of office is the result of an
actual or threatened election contest relating to the election of directors of
the Company, as such terms are used in Rule 14a-11 under the Securities
Exchange Act of 1934, as amended from time to time (the "Exchange Act")),
shall be considered an Incumbent Director; or

(c)   any "person", as such term is used in Sections 13(d) and 14(d) of the
Exchange Act (other than the Company, any of its subsidiaries, any employee
benefit plan of the Company or any of its subsidiaries or any entity
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organized, appointed or established by the Company for or pursuant to the
terms of such plan), together with all "affiliates" and "associates" (as such
terms are defined in Rule 12b-2 under the Exchange Act) of such person,
becomes the "beneficial  owner" or "beneficial owners" (as defined in Rules
13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of securities
of the Company representing in the aggregate 20% or more of either (i) the
then outstanding shares of Common Stock or (ii) the combined voting power of
all then outstanding securities of the Company having the right under ordinary
circumstances to vote in an election of directors to the Board ("Voting
Securities") (in either such case other than as a result of acquisitions of
such securities directly from the Company).

     Notwithstanding the foregoing, a "Change in Control" will not have
occurred for  purposes of clause (c) solely as the result of an acquisition of
securities by the Company which,  by reducing the number of shares of Common
Stock or other Voting Securities outstanding, increases (i) the proportionate
number of shares of Common Stock beneficially owned by any person to 20% or
more of the shares of Stock then outstanding or (ii) the proportionate voting
power represented by the Voting Securities beneficially owned by any person to
20% or more of the combined voting power of all then outstanding Voting
Securities; provided, however, that if any person referred to in clause (i) or
(ii) of this sentence thereafter becomes the beneficial owner of any
additional shares of Common Stock or other Voting Securities (other than
pursuant to a stock split, stock dividend or similar transaction), then a
"Change in Control" will have occurred for purposes of clause (c).